INTERVOICE INC
10-Q, 1997-10-15
TELEPHONE & TELEGRAPH APPARATUS
Previous: VOYAGEUR MUTUAL FUNDS III INC /MN/, 497, 1997-10-15
Next: IMCLONE SYSTEMS INC/DE, 8-K, 1997-10-15



<PAGE>   1
===============================================================================


                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                   FORM 10-Q


         [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                         FOR THE QUARTERLY PERIOD ENDED
                                AUGUST 31, 1997

                                       OR

         [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR
                  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


                        Commission file number: 0-13616


                                INTERVOICE, INC.
             (Exact name of registrant as specified in its charter)


          TEXAS                                                75-1927578
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)


                    17811 WATERVIEW PARKWAY DALLAS, TX 75252
                    (Address of principal executive offices)

                                  972-454-8000
              (Registrant's telephone number, including area code)


         Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                    Yes    X           No
                        -----             -----

         The Registrant had 16,200,738 shares of common stock, no par value per
share, outstanding as of the close of the period covered by this report.


===============================================================================

<PAGE>   2
                         PART I. FINANCIAL INFORMATION

                                InterVoice, Inc.
                          Consolidated Balance Sheets
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                 August 31,     February 28,
ASSETS                                                             1997             1997
                                                               -------------    -------------
<S>                                                            <C>              <C>          
CURRENT ASSETS
     Cash and cash equivalents                                 $  20,227,697    $  24,162,024
     Accounts and notes receivable, net of allowance
       for doubtful accounts of $243,031 in fiscal 1998
       and $250,950 in fiscal 1997                                33,893,384       33,506,747
     Inventory                                                    12,846,247       12,107,738
     Prepaid expenses and other assets                             1,373,911        3,833,248
     Deferred taxes                                                1,419,495        1,419,495
                                                               -------------    -------------
                                                                  69,760,734       75,029,252
PROPERTY AND EQUIPMENT
     Building                                                     16,085,636       16,140,989
     Computer equipment and software                              23,348,979       20,663,578
     Furniture, fixtures and other                                 3,376,114        5,322,288
     Service equipment                                             2,346,396        1,975,825
                                                               -------------    -------------
                                                                  45,157,125       44,102,680
     Less allowance for depreciation                              12,511,784       13,676,956
                                                               -------------    -------------
                                                                  32,645,341       30,425,724
OTHER ASSETS
     Other assets, net                                             5,116,108        3,723,533
                                                               -------------    -------------
                                                               $ 107,522,183    $ 109,178,509
                                                               =============    =============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable and accrued expenses                     $  11,062,186    $  12,893,725
     Customer deposits                                             2,319,524        3,403,739
     Deferred income                                               5,006,825        4,995,231
     Income taxes payable                                             61,807               --
                                                               -------------    -------------
                                                                  18,450,342       21,292,695

DEFERRED TAXES                                                     1,695,294        1,695,294

CONTINGENCIES

STOCKHOLDERS' EQUITY
     Preferred Stock, $100 par value--2,000,000
       shares authorized: none issued
     Common Stock, no par value, at nominal
       assigned value--62,000,000 shares
       authorized: 19,381,402  issued,
       16,200,738 outstanding in 1998
       and 19,353,973 issued, 16,353,973
       outstanding in 1997                                             9,681            9,667
     Additional paid-in capital                                   43,236,627       43,028,780
     Unearned compensation                                          (205,412)        (493,634)
     Treasury stock - at cost                                    (25,800,344)     (24,003,245)
     Retained earnings                                            70,135,995       67,648,952
                                                               -------------    -------------
                                                                  87,376,547       86,190,520
                                                               -------------    -------------
                                                               $ 107,522,183    $ 109,178,509
                                                               =============    =============
</TABLE>


See notes to consolidated financial statements.




                                       1

<PAGE>   3
                                InterVoice, Inc.
                       Consolidated Statements of Income
                                  (Unaudited)

<TABLE>
<CAPTION>
                                          Three Months Ended          Six Months Ended
                                      -------------------------   -------------------------
                                       August 31,    August 31,    August 31,    August 31,
                                          1997          1996          1997          1996
                                      -----------   -----------   -----------   -----------
<S>                                   <C>           <C>           <C>           <C>        
Sales                                 $29,276,334   $27,300,022   $54,018,617   $52,859,523

Cost of goods sold                     11,481,455    10,114,594    22,896,334    19,263,336
                                      -----------   -----------   -----------   -----------

Gross Margin                           17,794,879    17,185,428    31,122,283    33,596,187
                                      -----------   -----------   -----------   -----------

Research and development expenses       3,504,588     2,869,586     6,502,605     5,613,633
Selling, general and administrative
       expenses                        11,289,794     8,156,878    21,390,992    16,026,541
                                      -----------   -----------   -----------   -----------

Income from operations                  3,000,497     6,158,964     3,228,686    11,956,013

Other income                              135,710       171,076       324,233       357,878
                                      -----------   -----------   -----------   -----------

Income before income taxes              3,136,207     6,330,040     3,552,919    12,313,891

Income taxes                              920,026     2,058,986     1,065,876     4,063,576
                                      -----------   -----------   -----------   -----------

Net income                            $ 2,216,181   $ 4,271,054   $ 2,487,043   $ 8,250,315
                                      ===========   ===========   ===========   ===========

Net Income per common and
 common equivalent share              $       .14   $       .26   $       .15   $       .49
                                      ===========   ===========   ===========   ===========

Weighted average number of common
 and common equivalent shares          16,297,674    16,599,084    16,357,842    16,754,025
                                      ===========   ===========   ===========   ===========
</TABLE>



                                       2

<PAGE>   4
                                InterVoice, Inc.
           Consolidated Statements of Changes in Stockholders' Equity
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                  
                                     Common Stock         Additional                                              
                                 ---------------------      Paid-in        Unearned       Treasury        Retained
                                  Shares        Amount      Capital      Compensation      Stock          Earnings         Total
                                 ---------------------------------------------------------------------------------------------------
<S>                              <C>           <C>       <C>            <C>             <C>             <C>            <C>         
Balance at February 28, 1997     16,353,973    $ 9,667   $ 43,028,780   $   (493,634)   $(24,003,245)   $ 67,648,952   $ 86,190,520
   Purchase of treasury
     stock                         (180,664)        --             --             --      (1,797,099)             --     (1,797,099)
   Exercise of stock
     options                         28,353         14        207,847             --             - -              --        207,861
   Issuance of restricted
     stock, net of
     forfeitures                       (924)        --             --        288,222             - -              --        288,222
   Net Income                            --         --             --             --              --       2,487,043      2,487,043
                                 ----------    -------   ------------   ------------    ------------    ------------   ------------
Balance at August 31, 1997       16,200,738    $ 9,681   $ 43,236,627   $   (205,412)   $(25,800,344)   $ 70,135,995   $ 87,376,547
                                 ==========    =======   ============   ============    ============    ============   ============

</TABLE>



                                       3


<PAGE>   5
                                InterVoice, Inc.
                     Consolidated Statements of Cash Flows
                                  (Unaudited)


<TABLE>
<CAPTION>
                                              Three Months Ended               Six Months Ended
                                         ----------------------------    ----------------------------
                                           August 31,      August 31,      August 31,      August 31,
                                             1997            1996            1997            1996
                                         ------------    ------------    ------------    ------------
<S>                                      <C>             <C>             <C>             <C>         
OPERATING ACTIVITIES
     Net income                          $  2,216,181    $  4,271,054    $  2,487,043    $  8,250,315
     Adjustments to reconcile net
     income to net cash provided
     by operating activities:
        Depreciation and
           amortization                     2,197,672       1,138,431       4,219,456       2,230,058
        Changes in operating assets
           and liabilities:                (1,865,327)     (4,701,467)     (1,084,279)     (7,429,907)
                                         ------------    ------------    ------------    ------------

NET CASH FROM OPERATIONS                    2,548,526         708,018       5,622,220       3,050,466

INVESTING ACTIVITIES
     Purchase of  property
        and equipment                      (3,033,852)     (1,091,902)     (6,122,153)     (2,178,465)
     Purchased software                      (687,757)     (1,208,120)     (1,845,156)     (2,070,050)
     Decrease in notes
        receivable                                 --          26,953              --          40,412
                                         ------------    ------------    ------------    ------------
                                           (3,721,609)     (2,273,069)     (7,967,309)     (4,208,103)
FINANCING ACTIVITIES
     Purchase of Treasury Stock                    --              --      (1,797,099)             --
     Exercise of stock options                127,673         295,219         207,861       1,721,859
                                         ------------    ------------    ------------    ------------
                                              127,673         295,219      (1,589,238)      1,721,859
                                         ------------    ------------    ------------    ------------
INCREASE (DECREASE) IN CASH
     AND CASH EQUIVALENTS                  (1,045,410)     (1,269,832)     (3,934,327)        564,222

Cash and cash equivalents,
     beginning of period                   21,273,107      21,273,107      24,162,024      23,573,976

CASH AND CASH EQUIVALENTS,
     END OF PERIOD                       $ 20,227,697    $ 20,003,275    $ 20,227,697    $ 24,138,198
                                         ============    ============    ============    ============
</TABLE>




                                       4

<PAGE>   6

                    NOTES TO UNAUDITED FINANCIAL STATEMENTS
                        SIX MONTHS ENDED AUGUST 31, 1997

NOTE A -- BASIS OF PRESENTATION

The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information. The
Balance Sheet at February 28, 1997 has been derived from audited financial
statements at that date. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation of the unaudited August 31, 1997 and 1996 financial statements
have been included. Operating results for the six month period ended August 31,
1997 are not necessarily indicative of the results that may be expected for the
year ending February 28, 1998 as they may be affected by a number of factors,
including the timing and ultimate receipt of orders from significant customers
which continue to constitute a large portion of the Company's sales, the sales
channel mix of products sold, and changes in general economic conditions, any
of which could have an adverse effect on operations.

NOTE B -- EARNINGS PER SHARE

Earnings per share are computed based on the sum of the average outstanding
common shares and common equivalent shares. Common equivalent shares assume the
exercise of all dilutive stock options using the treasury stock method. Primary
and fully diluted earnings per share are not materially different for the
periods presented.

On February 28, 1998, the Company will be required to adopt Statement No. 128
"Earnings per Share" issued by the Financial Accounting Standards Board. Under
a new method of computing primary earnings per share, the dilutive effect of
stock options will be excluded. At the time of adoption, the Company will
compute earnings per share under the new method and will restate all prior
periods.

NOTE C -- CONTINGENCIES

The Company is subject to certain legal proceedings and claims that arise in
the ordinary course of its business. In the opinion of management, based on
discussions with and advice of legal counsel, the amount of ultimate liability
with respect to these actions will not materially affect the consolidated
results of operations or financial condition of the Company.



                                       5
<PAGE>   7

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

         SALES. Sales in the first six months and second quarter of fiscal 1998
increased approximately $1.2 million and $2.0 million, respectively, or 2% and
7%, respectively, when compared to the same periods of fiscal 1997. These
increases were due primarily to increased domestic customer premise equipment
(CPE) sales and international telecommunications (Telco) sales, particularly to
Latin American telecommunications companies. Domestic CPE sales for the first
six months and second quarter of fiscal 1998 constituted 60% and 57% of the
Company's total sales, respectively, and increased 13% and 9%, respectively,
when compared to the same periods of fiscal 1997.

Worldwide Telco sales for the second quarter of fiscal 1998 constituted 21% of
the Company's total sales and increased 13% when compared to the same period of
fiscal 1997. Even though worldwide Telco sales improved during the second 
quarter, such sales decreased 11% in the first six months of fiscal 1998, as 
compared to the same period of fiscal 1997, due to lower sales in the first 
quarter. As a result, worldwide Telco sales constituted 17% of the Company's 
total total sales for the first six months of fiscal 1998 versus 19% in the
same period of fiscal 1997. Sales to international Telco customers  constituted
77% and 86% of the Company's worldwide telecommunications sales  during the
first six months and second quarter of fiscal 1998, respectively. The Company
believes that some domestic telecommunications companies have temporarily
delayed their implementation of call automation solutions while they further
evaluate marketing investment strategies in the light of new opportunities
resulting from deregulation.

International CPE sales and service revenue constituted the remaining 23% and
22% of the Company's total sales during the first six months and second quarter
of fiscal 1998, respectively. While no customer accounted for 10% of the
Company's total sales during the first six months of fiscal 1998, a sale
through one of the Company's domestic distributors constituted 15% of the
Company's total sales during the second quarter of fiscal 1998.

The Financial Accounting Standards Board has approved the American Institute of
Certified Public Accountants Statement of Position (SOP) on software revenue
recognition which will be effective beginning in fiscal 1999. The SOP will
govern the recognition of revenue on sales which require a high degree of
software customization, which currently accounts for approximately 30% of the
Company's total sales. While at this time the Company cannot predict or
quantify the impact of the new SOP, it may delay the recognition of revenue on
certain sales beginning in the first quarter of fiscal 1999.

         COST OF GOODS SOLD. Cost of goods sold as a percentage of sales
increased to 42% and 39% in the first six months and the second quarter of
fiscal 1998, compared to 36% and 37%, respectively, in the same periods of
fiscal 1997. This was the result of less than anticipated sales in the first
six months and second quarter of fiscal 1998 and the Company's continued
investment in applications engineering and customer service resources to pursue
opportunities in both the CPE and Telco markets.

         RESEARCH AND DEVELOPMENT. Research and development expenses in the
first six months and second quarter of fiscal 1998 increased approximately $0.9
million and approximately $0.6 million, or 16% and 22%, over the same periods
of fiscal 1997. Such expenses in the first six months and second quarter of
fiscal 1998 increased to 12% of the Company's total sales, versus 11% in the
same periods of fiscal 1997. Research and development expenses in the first six
months and second quarter of fiscal 1998 included porting the Company's
InterSoft core software to the UNIX and Windows NT operating systems;
developing computer platform independent voice automation hardware and
software; and the development of VisualConnect (the ability to communicate with
OneVoice Systems via the Internet) and InVision (the Company's next generation
custom application development tool). The Company continued development of its
OneVoice Software Agent Platform including OneVoice Systems (the Company's
Interactive Voice Response (IVR) system), OneVoice 5000 (the Company's high
density IVR system), InterDial (the Company's outbound predictive dialer
system), OneLink (a digital interface for analog switches), and digital
VocalCard software and hardware functionality. Expenditures also 



                                       6


<PAGE>   8


were made for the completion of the Company's "InControl" product line
including the NSP5000 platform, which addresses the worldwide Telco market.

         SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and
administrative expenses increased approximately $5.4 million and approximately
$3.1 million in the first six months and second quarter of fiscal 1998, 
respectively, or 33% and 38%, respectively, as compared to fiscal 1997. As a
percentage of the Company's total sales, selling, general and administrative
expenses in the first six months and second quarter of fiscal 1998 increased to
40% and 39%, respectively. This was the result of the Company's continued
investments in hiring and training new and existing sales, service and support
personnel and in marketing and advertising programs worldwide to pursue
opportunities in both the CPE and Telco markets, despite less than anticipated
sales.

         OTHER INCOME. Other income during the first six months and second
quarter of fiscal 1998 were comparable with the same periods of fiscal 1997.

         INCOME FROM OPERATIONS. Operating income during the first six months
and second quarter of fiscal 1998 of approximately $3.2 million and $3.0
million, respectively, declined 73% and 52%, respectively, from the same
periods in the previous year. Despite less than anticipated sales, the Company
increased its investments in sales, marketing, application engineering and
research and development in order to continue to pursue opportunities in both
the CPE and Telco markets. Net income during the first six months and second
quarter of fiscal 1998 of approximately $2.5 million and $2.2 million,
respectively, declined 70% and 49%, respectively, from the same periods in the
previous year for the same reasons as operating income. The Company is
committed to undertaking measures to control expenses, particularly selling,
general and administrative expenses. These expense control measures should
begin to reduce the Company's ratio of expenses to sales in future quarters,
assuming sales in future quarters remain at or above second quarter sales, and
further assuming that expense levels are not unduly influenced by unusually
high one time expenses related to litigation matters, any potential mergers or
acquisitions, any major research and development efforts which are not
currently contemplated but which become necessary in light of market or
strategic requirements, and any other future contingencies which are not
currently contemplated by the Company.

         LIQUIDITY AND CAPITAL RESOURCES. At August 31, 1997, the Company had
cash reserves of approximately $20.2 million. The Company generated positive
net cash from operations of approximately $5.6 million and $2.5 million during
the first six months and second quarter of fiscal 1998, respectively. Investing
activities (consisting of the acquisition and purchase of fixed assets and
third party software) and financing activities (consisting primarily of the
repurchase of shares of the Company's common stock) together totaled uses of
cash of approximately $9.5 million and $3.6 million during the first six months
and second quarter of fiscal 1998, respectively. Investment activities totaling
approximately $8.0 million and $3.6 million during the first six months and
second quarter of fiscal 1998 included computing hardware and software to
update the Company's enterprise systems and to provide the information systems
infrastructure needed to support the Company's worldwide growth. Expenditures
were also made to acquire third party developed software to be integrated into
the Company's InterSoft software to allow the Company to offer its customers
greater functionality and to ensure the Company's products comply with an
increasing variety of hardware and software technologies and standards.
Financing activities during the first quarter of fiscal 1998 included the
repurchase of 180,664 shares of the Company's common stock at a cost of
approximately $1.8 million pursuant to an authorization by its Board of
Directors to repurchase up to 1,000,000 shares. The Company believes that
market conditions made such shares of value to its shareholders. No shares were
repurchased during the second quarter of fiscal 1998. As a result of these
financing and investing activities, the Company experienced a reduction of its
cash reserves of approximately $3.9 million and $1.0 million during the first
six months and second quarter of fiscal 1998, respectively. The Company reviews
share repurchase and acquisition opportunities from time to time and believes
it has access to the financial resources necessary to pursue attractive
opportunities as they arise. Subsequent to the end of the second quarter of
fiscal 1998 and as of October 1, 1997, the Company repurchased an additional
819,336 shares of the Company's stock at a cost of $8,217,780 to complete the
1,000,000 share repurchase amortization mentioned above. On October 2, the
Company's Board of Directors authorized the repurchase of an additional
1,000,000 shares of the Company's stock. Pursuant to this additional
authorization and as of October 14, 1997, the Company has repurchased 160,000
shares of the Company's stock, at a 



                                       7
<PAGE>   9

cost of $1,620,625. The Company believes its cash reserves and internally
generated cash flow will be sufficient to meet its operating cash requirements
for the foreseeable future.

         DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS. This report on Form
10-Q includes "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. All statements other than statements of
historical facts included in this Form 10-Q, including, without limitation,
statements contained in this "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and under "Notes to Unaudited Financial
Statements" and "Legal Proceedings" located elsewhere herein regarding the
Company's financial position, business strategy, plans and objectives of
management of the Company for future operations, industry conditions and
litigation, are forward-looking statements. Although the Company believes that
the expectations reflected in such forward-looking statements are reasonable,
it can give no assurance that such expectations will prove to be correct. In
addition to important factors described elsewhere in this report, the following
significant factors, among others, sometimes have affected, and in the future
could affect, the Company's actual results and could cause such results during
fiscal 1998, and beyond, to differ materially from those expressed in any
forward-looking statements made by or on behalf of the Company:

o    The Company faces intense competition based on product capabilities and
     experiences ever-increasing demands from its actual and prospective
     customers for its products to be compatible with a variety of rapidly
     proliferating computing, telephony and computer networking technologies
     and standards. The ultimate success of the Company's products is
     dependent, to a large degree, on the Company allocating its resources to
     developing and improving products compatible with those technologies,
     standards and functionalities that ultimately become widely accepted by
     the Company's actual and prospective customers. The Company's success is
     also dependent, to a large degree, on the Company's ability to implement
     arrangements with other vendors with complementary product offerings to
     provide actual and prospective customers greater functionality and to
     ensure that the Company's products are compatible with the increased
     variety of technologies and standards.

o    Continued availability of suitable non-proprietary computing platforms
     and system operating software that are compatible with the Company's
     products.

o    Certain of the components for the Company's products are available from
     limited suppliers. The Company's operating results could be adversely
     affected if the Company were unable to obtain such components in the
     future.

o    Increasing litigation with respect to the enforcement of patents,
     copyrights and other intellectual property.

o    The ability of the Company to retain its customer base and, in
     particular, its more significant customers (such as Siemens AG, an
     InterVoice distributor, which accounted for over ten percent of the
     Company's total sales during fiscal 1997 and MCI Telecommunications, which
     accounted for over ten percent of the Company's total sales during fiscal
     1996 and 1995), since such customers generally are not contractually
     obligated to place further orders with the Company.

o    Legislative and administrative changes and, in particular, changes
     affecting the telecommunications industry, such as the recently enacted
     Telecommunications Act of 1996. While many industry analysts expect the
     Telecommunications Act of 1996 ultimately to result in at least a
     temporary surge in the procurement of telecommunications equipment and
     related software and other products, there is no assurance that the
     Company can estimate with sufficient accuracy those products which will
     ultimately be purchased, the timing of any such purchases or the
     quantities to be purchased.

o    Risks involved in the Company's international distribution and sales of
     its products, including unexpected changes in regulatory requirements,
     unexpected changes in exchange rates, the difficulty and expense of
     maintaining foreign offices and distribution channels, tariffs and other
     barriers to trade, difficulty in protecting intellectual property rights,
     and foreign governmental regulations that may limit or restrict the sales
     of call automation systems. Additionally, 



                                       8
<PAGE>   10

     changes in foreign credit markets and currency exchange rates may result
     in requests by many international customers for extended payment terms and
     may have an adverse impact on the Company's cash flow and its level of
     accounts receivable.

o    The quantity and size of large sales (sales valued at approximately $1
     million or more) during any fiscal quarter, which can cause wide
     variations in the Company's sales and earnings on a quarter to quarter
     basis.

o    Ability of the Company to properly estimate costs under fixed price
     contracts in developing application software and otherwise tailoring its
     systems to customer-specific requests.

o    The Company's ability to hire and retain, within the Company's
     compensation parameters, qualified technical talent and outside
     contractors in highly competitive markets for the services of such
     personnel.

o    Mergers and acquisitions between companies in the telecommunications
     industry which could result in fewer companies purchasing the Company's
     products for Telco applications, and /or delay such purchases by companies
     that are in the process of reviewing their strategic alternatives in light
     of a merger or acquisition.

o    Extreme price and volume trading volatility in the U.S. stock market,
     which has had a substantial effect on the market prices of securities of
     many high technology companies, frequently for reasons other than the
     operating performance of such companies. These broad market fluctuations
     could adversely affect the market price of the Company's common stock.



                                       9
<PAGE>   11

                           PART II. OTHER INFORMATION

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The annual meeting of shareholders of the Company was held at 10:00 a.m., local
time, on Thursday, July 24, 1997 in Dallas, Texas.

For/Against and Broker Non Votes

Proxies were solicited by the Board of Directors of the Company pursuant to
Regulation 14A under the Securities Exchange Act of 1934. There was no
solicitation in opposition to the Board of Directors nominees as listed in the
proxy statement and all such nominees were duly elected. The following persons
are the nominees of the Board of Directors who were elected as directors at the
annual meeting: Daniel D. Hammond, Michael W. Barker, Joseph J. Pietropaolo,
George C. Platt, Grant A. Dove and David W. Brandenburg. The number of votes
cast for the election of each of the nomines for director, and the number of
abstentions, were as follows: 13,346,771 votes for the election of Daniel D.
Hammond, with 226,732 abstentions; 13,343,719 votes for the election of Michael
W. Barker, with 228,784 abstentions; 13,451,811 votes for the election of
Joseph J. Pietropaolo, with 120,892 abstentions; 13,453,611 votes for the
election of George C. Platt, with 118,892 abstentions; 13,452,111 votes for the
eleciton of Grant A. Dove, with 120,392 abstentions; and 13,449,687 votes for
the election of David W. Brandenburg, with 122,836 abstentions. No votes were
cast against the eleciton of any nominee for director.



                                       10

<PAGE>   12
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                             INTERVOICE, INC.



Date:    10/15/97                            By: /s/ ROB-ROY J. GRAHAM
                                                -----------------------------
                                                Rob-Roy J. Graham
                                                Chief Financial Officer
                                                (Chief Accounting Officer)



                                      11
<PAGE>   13

                                INTERVOICE, INC.

                               INDEX TO EXHIBITS

EXHIBIT
NUMBER                              EXHIBIT
- -------                             -------

27.1                                Financial Data Schedule




                                            Furnished upon request

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          FEB-28-1998
<PERIOD-START>                             MAR-01-1997
<PERIOD-END>                               AUG-31-1997
<CASH>                                      20,227,697
<SECURITIES>                                         0
<RECEIVABLES>                               33,893,384
<ALLOWANCES>                                   243,031
<INVENTORY>                                 12,846,247
<CURRENT-ASSETS>                            69,760,734
<PP&E>                                      45,157,125
<DEPRECIATION>                              12,511,784
<TOTAL-ASSETS>                             107,522,183
<CURRENT-LIABILITIES>                       18,450,342
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         9,681
<OTHER-SE>                                  87,366,866
<TOTAL-LIABILITY-AND-EQUITY>               107,522,183
<SALES>                                     54,018,617
<TOTAL-REVENUES>                            54,018,617
<CGS>                                       22,896,334
<TOTAL-COSTS>                               22,896,334
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                               (8,510)
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              3,552,919
<INCOME-TAX>                                 1,065,876
<INCOME-CONTINUING>                          2,487,043
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 2,487,043
<EPS-PRIMARY>                                     0.15
<EPS-DILUTED>                                     0.15
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission